KE Insider Filing: CFO Vested Performance and Restricted Shares; Tax Withholding Recorded

Rhea-AI Filing Summary

Jana T. Croom, Chief Financial Officer of Kimball Electronics, Inc. (KE), reported multiple equity transactions on 08/27/2025. Performance-based shares and restricted shares vested and were recorded as acquisitions while a portion of shares was withheld to satisfy tax obligations.

The filing shows three non-derivative entries: 11,091 shares added under code M, 18,967 shares added under code A, and 13,711 shares withheld (disposed) under code F at a withholding price of $27.97 per share. The reported beneficial ownership following those transactions is 27,068, 46,035, and 32,324 shares on the respective reporting lines. Explanations state the 11,091 and 18,967 share amounts relate to performance-based awards and restricted shares vesting, and that withheld shares satisfied tax liabilities.

Positive

• Performance-based awards vested, adding 11,091 shares upon certified achievement of performance criteria
• Substantial additional restricted shares were recognized (18,967 shares reported as acquired), increasing the executive's reported beneficial ownership

Negative

• Tax withholding reduced net shares with 13,711 shares withheld at a price of $27.97 per share
• Some restricted shares remain subject to future vesting conditions and forfeiture if employment ends for reasons other than death, disability, or retirement

Insights

Financial Analyst

TL;DR Routine executive equity vesting increased insider stake; tax-withholding reduced net shares received.

The Form 4 documents standard compensation-related activity for the CFO rather than open-market trades. The filings record performance-based shares vesting upon certification by the compensation committee and the vesting schedule for remaining restricted shares through 2028. The tax-withheld disposition at $27.97 per share is administrative and reduces net share add-on; the transactions do not reflect purchases or sales in the open market and therefore are unlikely to signal a change in trading intent.

Corporate Governance Expert

TL;DR Vesting and withholding are governance-normal actions tied to compensation plan milestones and committee certification.

The disclosure references the 2023 Equity Incentive Plan and committee certification of performance criteria, indicating governance oversight of award payouts. The restricted shares include future vesting contingencies and standard forfeiture provisions if employment ends other than for death, disability, or retirement. This is consistent with standard executive equity governance practices and represents routine plan administration.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Croom Jana T

(Last) (First) (Middle)

1205 KIMBALL BOULEVARD

(Street)

JASPER IN 47546

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kimball Electronics, Inc. [ KE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/27/2025		M		11,091	A	$0	27,068	D
Common Stock	08/27/2025		A		18,967(1)	A	$0	46,035	D
Common Stock	08/27/2025		F(2)		13,711	D	$27.97	32,324	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Shares	$0	08/27/2025		M			11,091	(3)	(3)	Common Stock	11,091	$0	15,868	D
Restricted Shares	$0	08/27/2025		A		21,697		(4)	(5)	Common Stock	21,697	$0(6)	37,565(7)	D

Explanation of Responses:

1. Reflects performance based shares granted pursuant to the Issuer's 2023 Equity Incentive Plan which vested on August 27, 2025 upon the achievement of certain performance criteria certified by the Talent, Culture, and Compensation Committee of the Board of Directors of the Issuer.

2. Shares withheld to satisfy tax obligations.

3. Represents Restricted Shares granted in prior years that vested on August 27, 2025 (11,091 shares).

4. Represents Restricted Shares which vest in August 2026 (7,233 shares, August 2027 (7,232 shares), and August 2028 (7,232 shares).

5. The Restricted Shares expire if the reporting person ceases employment for any reason other than death, disability, or retirement.

6. Not Applicable.

7. Represents cumulative Restricted Shares that vest August 2026 (16,727 shares), August 2027 (13,606 shares), and August 2028 (7,232 shares).

Remarks:

	Kimberly E. Cooper, Attorney in Fact and Agent	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for Kimball Electronics (KE)?

The Form 4 was filed by Jana T. Croom, who is listed as the company's CFO.

What transactions were reported on 08/27/2025 in the KE Form 4?

The filing reports vesting/acquisition of 11,091 performance-based shares (code M), 18,967 restricted/performance shares (code A), and 13,711 shares withheld for taxes (code F) at $27.97 per share.

How many shares did the reporting person beneficially own after the transactions?

The Form 4 lists beneficial ownership amounts following the reported transactions as 27,068, 46,035, and 32,324 shares on the respective reporting lines.

Why were shares withheld according to the filing?

The filing states that shares were withheld to satisfy tax obligations related to vested awards.

Do the restricted shares have future vesting dates or forfeiture conditions?

Yes. The filing discloses restricted shares that vest in August 2026, August 2027, and August 2028 and that these restricted shares may expire if employment terminates for reasons other than death, disability, or retirement.